A Good Student
by Vanillacider
Summary: Twilight Sparkle wants to further her knowledge in the art of magic.  The only thing keeping her from achieving the highest degree of mastery is the knowledge of a certain spell.  Does she have what it takes?
1. Chapter 1

A Good Student

"Twilight. You are dedicated to the study of magic, aren't you?" Asked Celestia.

"Why, of course, Princess!"

She nodded. "Then to learn this, the most advanced of spells, you will have to be prepared to give up something. Something you value more than anything else. Do you know what I'm talking about?"

Twilight gulped. "Do you mean…?"  
>"Yes."<p>

"Hey, Twilight!" Fluttershy called. She glided softly over to her. "I mean, um, you wanted to see me, Twilight?"

Twilight nodded cheerfully. "Yes. I'm working on a new spell, and I need the help of a Pegasus pony to practice."

"If you don't mind me asking, why do you need a Pegasus?"

"It's a flight improvement spell. Rainbow Dash doesn't exactly have a lot of room for improvement in that area, so I thought I would ask you!" She gestured toward the library. "Shall we go?"

"Sure."

Twilight waited for Fluttershy to start walking before she followed. _Fluttershy. Not too loud, very gullible, and very weak spirited. You will be the perfect test subject. Nopony else would deliver the results I need. It seems that you have to go first._

"Twilight, are you okay?" Fluttershy questioned. "You've been walking really slowly, and you have this really unhappy expression."

Twilight hastily composed herself. "Of course. I've just been reviewing the spell in my mind." They reached the library. Twilight opened the door, and they both entered the main room. "Now. Where did I put that book? I don't think I have the spell memorized as well as I should." She looked around. _Not even Fluttershy will be foolish enough to just _follow_ me into the basement. _"Oh, I remember. I left it downstairs. You just stay here."

Fluttershy let out a little squeak. "Are you… I mean, is it okay for me to just be alone here? Aren't you worried that without Spike here, something bad might… Happen?" Her lame excuses fell.

Twilight shrugged. "Well, I guess you could follow me downstairs and help me find that book." _This is too easy, _she thought. _I knew all along that she would panic if I left her alone. Fluttershy, you are just making this too easy!_ She walked down the stairs with Fluttershy in tow. As soon as Fluttershy was inside the door, it closed.

Fluttershy screamed, and started banging against the door with her hooves.

"It's nothing to worry about, Fluttershy. That door is weird like that."

"Oh… Okay…"

"Come on down here. I think I found it." She turned on a small lamp.

"Well, don't you think we should be getting out of this creepy basement by now?" Fluttershy shivered.

"No. I have to practice this spell."

"Don't we need to be outside to practice a flight spell?"

"No. We aren't practicing a flight spell, you gullible little foal!" She turned to Fluttershy, her eyes glowing white. Some of the hairs in her usually tidy mane had come undone.

Fluttershy squealed, and tried to fly away. Magic grabbed her and pulled her down to Twilight. Chains flew out of the dark, and shackles latched around her hooves. They pulled tight, holding the desperately flailing pony in a spread-eagle. She screamed as loud as she could, even though that was not very loud.

Twilight's eyes flickered in the dim light. A tear of blood fell from her eye. "Fluttershy. I do need you to help me practice a spell."

"You will have to be prepared to give up something. Something you value more than anything else. Do you know what I'm talking about?"

Twilight gulped. "Do you mean…?"

"Yes."

"My friends?"

Yes. That. In return, you will learn…"

Back in the basement-"She said, in return, I will learn…"

Fluttershy squeaked helplessly, struggling against the chains.

"A spell that gives eternal life!" Twilight's memory of Celestia and the current encounter with Fluttershy echoed each other.

Fluttershy stared at her, her eyes wide. She screamed, almost loud enough for anyone upstairs to hear. She writhed, trying futilely to break the chains.

Twilight scowled. _Of all the ponies I could be talking to right now, it had to be this miserable little foal. She doesn't understand what it means to be able to live forever! How could Celestia have gotten to where she is now, without making the sacrifice that I'm about to make?_

"Please, Twilight, just let me go, just let me go! I'm sorry, I'm sorry for always being in the way and being so annoying! I don't want to die!"

"Shut up! If it isn't you, it will be somepony else! I must do this…" She gazed at the floor. Lifting her head up, she shouted, "I must do this so that I can become an equal to the Princess! Just shut up and feel the pain!" A knife was magicked from a dark corner of the room. It was dull in color, stainless steel, but sharper than a surgeon's scalpel.

Fluttershy started to cry. She knew there was no way out of this.

With a look of grim determination on her face, Twilight Sparkle set to work. She stepped forward, horn glowing. With a flash, nothing seemed to happen. She wielded the knife. "It's funny, that something so small could cause such pain." Her eyes were no longer glowing, but were bloodshot and watery.

The knife eased its way toward Fluttershy's stomach. Twilight paused. There was no going back. The knife slowly penetrated the abdominal cavity, gently tearing through the fur and skin. Fluttershy whimpered. Down the knife went. It cleaved the muscles in half. Just before the blade hit her small, nearly invisible vagina, Twilight stopped. There would be time for that later.

Fluttershy had accepted defeat. As the knife separated her skin and organs, she prepared to be separated from her body. She closed her eyes, the feelings of life fading. Then it stopped. Even as more blood poured out of her stomach, making intricate patterns along the organs that were now hanging out. She felt herself jerked back into her body.

"Curious? It's a practice form of the life spell that I intend to perform on myself. It will keep you from dying for quite some time. Similarly, the pain will not fade as it would if you were losing consciousness." She went back to work with the knife. She stabbed it into Fluttershy's right wing. Straight through the bone, cracking it slightly.

Fluttershy cried out, sobbing incoherently. She was in more pain than she had ever felt in her life, and it was only getting worse.

"Stop crying." Said Twilight, her hair covering her eyes. Hearing the continued moans of agony, she shouted. "Stop crying! Now!" She twisted the knife. The wing went limp. She twisted it a full ninety degrees. Compared to the flow of blood from her stomach, it was minimal, but enough to set her crying even harder.

"Now!" Twilight slashed the wing clean off. The tip of the blade was buried in Fluttershy's back, right were the wing was. Twisting it around and around, she drilled into her back. When the blade had made a substantial hole, she turned it and used it to strip the skin off of the right side of her back. The yellow hide fell to the floor, quickly being soaked in blood.

Fluttershy shrieked in agony. She could feel more pain than anypony else had ever felt. And she wasn't fading.

The blade flipped around to the other side. Instead of cutting the wing off, Twilight simply started bending it in half, to see how many times it could be done. Once. The bone snapped, causing Fluttershy to cry softly. Twice. Two snaps. The bone started to penetrate through the skin. It could not fold in half a third time.

Twilight walked toward the spread out Fluttershy, tears of blood pouring from her eyes. She stood beneath her. The blade flashed, slitting Fluttershy's throat.

"Now, you won't cry anymore." She whispered. Blood rained down on Twilight. She sat down. Opening her mouth, she accepted the load of warm, crimson liquid. _Something is missing, _thought Twilight. She brought the blade up to Fluttershy's soft anus. She drove the knife roughly inside, just missing the actual hole.

Fluttershy's lower abdomen tensed sharply, and the now abating flow of blood was augmented with warm urine. Twilight positioned her nose beneath the flow, accepting the generous offering.

Fluttershy tried to cry out, but her vocal cords were severed. _I just want to die,_ she thought. The pain was so intense that that was all she could think.

"I know what will cheer you up." Said Twilight. "Some fooling around never did anyone any harm, did it?" Her voice was cheerless, inexpressive. The chains lowered Fluttershy down onto a table and held her there. Twilight walked over. She softly licked at the untouched vagina. After all of the intense pain, the gentle touch was euphoric. She moaned soundlessly.

"It won't be all nice and stuff from her on in." Twilight walked away. After a moment, she returned, wearing a strap-on about the size of her own hind leg. Twilight mounted Fluttershy, easing the first few inches in. Then, she shoved almost the entire length inside Fluttershy's virgin vagina.

Fluttershy didn't know whether she was in agonizing pain or agonizing pleasure. Warm tingles rushed up through her, almost washing away the pain.

Almost.

After a few strokes, Twilight dismounted. She removed the strap-on. She turned, and started bucking against Fluttershy's perineum. All bones in the vicinity were broken after a few bucks.

Twilight jumped on Fluttershy's wrecked but still moving body and started to hump her. She shoved her own crotch into the torn up mess that was previously organs. She felt the blood squish around between her legs. She grabbed one of Fluttershy's limp legs and positioned it between her own. She lowered herself roughly onto it, feeling the pleasure of being penetrated for the first time since Celestia had taught her back in school.

Twilight came, her juices mixing with Fluttershy's blood. She moaned in ecstasy. Once she had her fun, she dismounted. She crawled up between the yellow pony's unresisting legs, and started to feed on the torn mess of entrails. She had never had meat before, and, even though she hated to admit it, it was the best thing she had ever eaten.

She stepped back. Her horn glowed, and the chains lifted Fluttershy back up into a vertical position. "Well then. It has been… Fun." Her voice trembled. "But… It's time for this to end." Her horn glowed. With a flash of red light, Fluttershy's lower torso covered the back wall.

Fluttershy stared at her destroyed body with a look of unbelieving horror. She tilted her head down. It tilted a bit to far down, and fell completely off with a small river of blood. The pink mane landed in the puddle of leftover urine and blood.

_Well. It seems that the first test was mildly successful. Subject survived having half of her body torn off, had an abnormally large amount of blood, and seemed conscious until the very end. Time to wash up and record these figures._

"Twilight Sparkle!" The door to the basement was open. Applejack stood there, looking startled. "What in tarnation is going on here? Do you mean to tell me that you… you…" She became incoherent with shock.

"Oh, Applejack, this isn't what it looks like." She started up the stairs, slowly. "No, of course not. In fact, it's much worse." Twilight grinned evilly. Her pupils were different sizes. Her mane was a total mess, and she was soaked in blood, sexual fluids, and urine.

Applejack turned to run. She would have escaped, had her legs not been torn completely off. Applejack's torso fell to the ground, a stunned look on her face. "Oh, this is just great. Now I have to perform another of those life spells!"

"Not so fast." A hoof-full of blue powder was thrown from the doorway. It coated Twilight's face. She felt her horn go limp.

"What the hell is this?"

"A concentrated form of poison joke." Said Zecora, her usually calm demeanor overcome by revulsion and anger. "This will stop you from using any more magic."

"Oh, will it?" Twilight's horn flared. The powder was blasted away, leaving her horn completely intact. "You think that I would just walk around, knowing that there was that devilish little plant to worry about, and not have a spell that cures it?" Her horn flared once more.

Zecora's head twisted around to an unnatural angle. Her eyes looked in different directions. Then, her head split off, a river of blood pouring from both the body and the severed skull.

"Nopony… _Nopony…_gets in my way." Twilight walked up the stairs. She sat down next to one of the bookshelves. _ Now. Back to business. Applejack and Zecora aren't exactly quiet ponies. This is the middle of the day. Ponies probably saw them. That means that they will be missed before long. I will have to hurry and finish off Pinkie, Rarity, and Rainbow. There won't be time for me to do it slowly._

With a small spark of magical energy, Twilight cleaned most of the blood off of her mane. Nopony would notice it unless they got close. _Now. I need a plan to get them all together. Think. _Then she had it. Since nopony had seen Fluttershy that day, it would be a simple matter to call her friends together in a room to organize a search. She would not need to actually gather anypony else. All she needed was those three.

"Twilight. You must do more than sacrifice your friends. You must wipe away the fact that they were ever your friends. Simply ending their lives will not do the trick. You will have to destroy them." Celestia leaned over the cowering Twilight. "If you truly wish to master magic, and become equal to me, you must do this."

"So, Pinkie, where did you see her last?" Asked Twilight.

Pinkie considered. "Hmm… I guess it was last night. We were hiding under a porch. You see, my tail had been a-twitchin' earlier."

"Well, I was going to help Rarity and Rainbow Dash find her. We're meeting at Carousel Boutique in about ten minutes."

"Okie dokie lokie! I'll be there in ten minutes."

"Oh, and Pinkie, I don't want this to be blown out of proportion, so I'd like you to keep it to yourself until after we decide on what to do."

"So, everypony, what's going on?" asked Rainbow Dash. She was lazily lounging on a couch. "Are we going to search for her or what?"

"Yes." Said Twilight. "But first, there's some information that I'd like you all to know." She walked into the center of the room. "I need you all to help me with something." Her horn flashed.

Rarity stared. "And what was that for?"

"It was a life spell."

Spike ran down the street. He had seen the mess in the library. But Twilight was nowhere to be found. He eventually came upon the boutique. _That's weird, _he thought. _I didn't know that Rarity liked to hang red curtains over the windows. _As he got closer, he realized that those were not curtains.

Spike pulled out a scroll. Writing a quick message, he blew the ashes in the direction of Canterlot Castle.

Rarity screamed. "Oh, how could you, Twilight? Oh, my boutique, my hair…"

Twilight was dragging her through the mess that had been the organs of Pinkie Pie and Rainbow Dash. "Oh, you'll get much worse in a second!" Her eyes were glowing red. Her voice was warped, as if it was being heard from underwater. However, it was as clear as the most finely tuned bell.

Spike shoved the door open. "Rarity!"

"Leave, Spike. I don't need you anymore." Twilight said. With a crackle and a spark, the flesh was peeled from Rarity's legs.

"Twilight! What is going on?"

"Spike. I don't love you." Rarity's left hoof was twisted until it was dislocated. "I never loved you." Rarity screamed in agonizing pain as her ovaries were pulled out of her anus. "You are just a burden to me Spike." Rarity was pulled into three pieces. Her head landed next to Spike.

Twilight cast a spell on the deceased head. It reanimated. "Help me Spike! She's causing me such pain!"

Spike stared in shock. "Rarity!"

"Oh, but you can't help Rarity." Said Twilight and the undead cranium in unison. "You're useless. You've always been useless. You were only a weight to lift, even before you were born!"

"Please stop, Twilight! This isn't the real you!"

"Oh, isn't it? ISN'T IT?" A beam of energy launched from her horn. It grabbed Spike and held him suspended in the air. "Hear this Spike, and hear it well, for it may be the last thing you ever hear." She walked over to him. "As the one who brought you into existence, brought you up, and taught you everything you know, I hereby remove the memories of my existence from your brain!"

White light consumed the room. When it faded, Spike was outside on the street. Twilight approached him. "So, do you know who I am?"

Spike stared at her. "No. Who are you?"

"The one who will cause you great harm if you do not leave this village and go home!"

"Home? What's a home? And for that matter… Who am I?"

_What's going on?_ Thought Twilight. _I just removed the memories of me. How could he have lost knowledge of what a home is, and who he is?_ She gasped. It struck her. Without Twilight, Spike was just an empty shell, wandering down Main Street. He would not be able to get any food or shelter. Spike would be dead within a few days.

"Such an impressive display! I never would have thought of destroying his mind. I guess that it's pretty much the same as killing him, isn't it?" Celestia stood behind her.

"Why did you make me do this? Why do I have to sacrifice so much?"

"Because to live forever requires you to be able to endure more suffering than anypony else. Do you know what I treasured most? My parents. Luna and I also had a younger sister. Luna loved her more than anything else. Luna tore out her heart with her own hooves."

"I can't go on with this guilt…"

"Yes, you can. You have proven yourself to be more capable than any other pony in Equestria in thousands of years."

"What about Discord? What did he love most?"

"He loved order. If anything happened on a whim, or unexpectedly, it threw him."

"Will I become like him? A torn, soulless being whose only purpose is to cause others to feel pain? If he gave up his order, and created discord for all of Equestria, then does that mean that I will incessantly try to break up friendship?"

Celestia nodded. "You saw that I took you from your parents at a young age. When you give up what you love most, you will have to embrace the opposite." She advanced. "Give up a finite existence with these friends. Exist forever. You have what it takes."

Twilight looked up at Celestia. "If that is what it means to be immortal, then my work here is not finished." The knife, inside the boutique, levitated. It flew out of the open doorway, and drove itself toward the pair.

Celestia's front was coated in a thick wave of blood.

"Oh, my faithful student, why must you do this?" She asked as Twilight's limp, torn body fell to the ground, a knife stuck between her ribs.

"Because I'd rather die with my friends, than live forever with madness."


	2. Chapter 2

A Good Student Part 2- A Slightly Worse Student

Twilight's eyes fluttered open deliriously. She felt worn, as if she had been asleep for years. She stood shakily to her feet. The floor seemed farther away than usual. She was in a brick structure, with only a shaft of light coming in from the roof, a few meters above her. She flew up and poked her head out of the small gap.

Wait a minute. She felt barely above intoxicated, but she noticed. She had flown up to the roof. She had wings. _What's going on? _She thought, gliding back down to the floor of her cell. _I don't have wings! And…_ She looked down at her legs._ I don't have such long legs! What's going on?_

She noticed a sheaf of paper lying on the floor. On it were the eloquently curved letters of Princess Celestia.

Dear Twilight Sparkle,

Did you think it would be that easy? Oh, my dearest, most faithful student. You made the sacrifice. You completely destroyed what you love most. The only difference was that you didn't complete the enchantment. I did. I had your body taken away. I completed the spell of eternal life. I knew that since you were dead, it would not be immediately effective. However, I am certain that one day, you will return, and be prepared to take up your role as a God-princess.

If you are reading this, I was successful. You are in the Everfree Forest, in a cell designed to hold only the worst political prisoners. I have ordered a Pegasus to check every full moon to see if you are still dead.

I await your return with open hooves,

Princess Celestia, God-princess of Equestria.

The letter burned away in a flare of blue. "No." Twilight said. "I will not serve you." She remembered. She had destroyed her friends, and taken her own life. The Princess did not even have the respect to allow her to stay dead! Her eyes glowed red. Her coat was the darkest of purples. Her mane was black, with white streaks.

She spread her luxurious wings out. Her now much longer horn created a whirlwind in the small chamber. "Princess Celestia!" She growled. The sound of her voice was warped by magic into an earth-shaking force. The walls of the cell crumbled like a poorly made cupcake.

The cell had been part of the side of a mountain. When it was torn open, and rockslide broke out. The side of the mountain was torn to pieces. Twilight stood at the top of the torn slope, staring across Equestria. She observed that Ponyville had grown substantially. _So. _She thought. _It has been years since I died. I guess there's no problem with asking around for information. _

She took off, flying toward the now suburban area of Ponyville.

"Hey, Scootaloo! You up for some drinks?" Asked Apple Bloom. "They got this new one called "The Chicken Drink". You game?"

The now middle-aged mare shook her head in exasperation. "I can't. I have to visit some relatives."

"Why's that?"

"You old coot! Don't you remember? It's the uh… Anniversary."

Apple Bloom, who had been spluttering at being called old, stopped, silent. "Oh… Right. I guess I kinda started forgetting when Big Mac left us a few years ago."

"I'm sorry, Apple Bloom…"

Apple Bloom had started to tear up. "Oh, It's nothing. I guess I shouldn't be so worked up about it. It was over forty years ago. I really should be more mature than that."

Scootaloo put her hoof over her shoulder. "Hey, don't worry about it. We're all here, supporting you."

"You're great and all, but I want Applejack." She started to cry. "I want to see my sister again."

"We're going to see her. Right now."

Twilight landed. Just as she suspected, nopony looked familiar to her at all. They all seemed to be gathering to a cemetery. _I guess the way to figure out where Celestia is would be following this crowd. _She cast a spell that would make her appear just as she had before she had taken the right to eternal life.

She followed behind an elderly couple who were whispering to each other. "Excuse me." She inquired. "What is all this about?"

The old mare looked at her confusedly. "Why, the visiting of the graves."

"The what?"

"I guess you're new around here. Around forty or so years ago, they say, there was a mysterious presence in this village. Back then, we didn't live here, and it was a small hamlet-type deal. They say that this mysterious presence took hold of one of the ponies and caused her to kill several others and herself. The date is marked as a day of mourning." She took a second to sigh heavily. "Every year, we visit these graves, the mayor gives a speech, and every once in a while, they'll have one of the sisters of the victims speak."

"Twilight?" Apple Bloom galloped toward Twilight, followed closely by Scootaloo and Sweetie Belle. They were much larger now, and much older. This gave Twilight the edge she needed to pull off a confused gaze.

"I'm sorry." She said. "Who do you think I am?"

Apple Bloom's head fell. "Forgive me, young lady. I thought you were someone I once knew."

"I'm sorry, but I'm not the one you are looking for. I'm new around here."

"Excuse my rudeness. Some say that we three will never grow out of the days of cutie mark crusadin'."

The other two ran around to the front, and they all did a high-hoof together.

Sweetie Belle sang out. "We are the Cutie Mark Crusaders, on a quest to find out who we are-"

Scootaloo took up the song. "And we will never stop the journey!"

They all sang together. "Not until we get our cutie marks!" They all laughed.

Apple Bloom was the first to stop laughing. "Oh, good times! Sorry to bother you, I guess we're all going to be late for the ceremony." Most of the crowd had dispersed.

Twilight hurried in, pushing up against all of the other ponies, trying to get a good view. The mayor began to speak. "Today, we are gathered together to mourn the passing of these six friends-"

_I know that much already. Where is Celestia? _She finally managed to push her way through to the front of the crowd. She saw the statue. She immediately wished that she hadn't.

She knew it. It was a photograph that they had sent back to Celestia after a friendship report. It was her with her six friends, all huddling together, looking happy.

The air grew heavier, as Twilight's rage increased. The ponies noticed. The mayor even stopped her speech to look around. Then, the air exploded around them.

"These _Friends? _Why, you brainless foals!" Twilight sprinted toward the statue. She stood in front of it. "You fools think we were friends? Well, we were! But not after I _killed them all_!" The crowd stood still, unsure of what to say or do. All they saw was a crazed mare with a love of attention.

"Behold! I am Twilight Sparkle!" She turned and showed her flank to the crowd. They all gasped as they saw that her cutie mark was identical to the one on the statue. "Yes. I killed them. Not only that, but I was granted immortality! Can any of you say the same? Tell me! Can any of you?"

The crowd stood silently, frozen by fear.

"No? None of you? Then I think I have a challenge that you can meet. Tell me. Where is Princess Celestia? Tell me that, and I will leave this village unscathed! Tell me, or feel my wrath!" She released the spell of disguise. She was revealed in all of her dark beauty.

Everypony in the town gasped. She was an alicorn, and the only other alicorns they had seen were either royalty or trying to kill them. Nopony dared to move. They stood, frozen by fear and the gaze of a large, shadowy figure. Twilight raised her head higher. "Tell me. Please."

The mayor stood up, shaking. "The Princess… She is in Canterlot Castle… Just as sh-she always is."

Twilight nodded. "I understand. I hope you understand what will happen to you if I discover that you deceived me." She spread her wings, ready to fly to the castle.

"Halt! We are here to deliver a message!" Two of the white Pegasus guards were pushing through the crowd. "Princess Celestia sends us to deliver this to the one formerly known as Twilight Sparkle. She now refers to you as Midnight Flare." He paused.

"I'm listening."

"Very well then." He cleared his throat. "To Midnight Flare. I, Princess Celestia of the Holy Equestrian Empire-"

"Wait. Holy Equestrian Empire?"

He nodded. "That is indeed the current title of this land. As I was saying. I, Princess Celestia of the Holy Equestrian Empire send a message, and a request to Midnight Flare. I entreat you, Midnight, to meet with me in Canterlot Castle as soon as possible to discuss your appointment to Viceroy of one of the lands we have conquered. We very much hope that you will accept this offer, as a refusal will cause you to become an enemy to our Empire. Best wishes, Celestia."

Twilight's eyes narrowed. "She thinks that she can send me a couple of letters, and make up for all that she has stolen from me?"

"We are only here to deliver a message, and escort you to Canterlot." He paused, looking nervous. "What do you say, Midnight?"

She stared at the guards. A minute passed. Nopony dared to make a move. Suddenly, Twilight turned her head upwards, to the Castle. She spoke, using magic to increase the volume to the point that everypony ducked, afraid that they would be the first to die. "Hear me, Celestia! I hereby refuse your offer! I also challenge your claim to the throne of Equestria! Hear me, for I come to you now! Hear me, for your reign is about to end!"

The guards nodded to figures who had remained in the shadows behind the graves. Four of the unicorn guards dashed out, prepared to take down Midnight.

She looked at them with slight amusement. "You think that you are enough to defeat me? What an insult!" She blinked, and a flash of violet light sent the guards flying back, their horns broken off. She laughed as they lay on the ground, holding the shattered stumps whereupon their power was destroyed.

The darkness gathered around Twilight, creating a cloud of smoke. The smoke whirled around her, carrying her toward Canterlot.

"Princess Celestia! Midnight Flare has returned!"

Celestia stood in Canterlot Tower, gazing over her lands. "I know. Blueblood's men notified me. By now, she has probably defeated them, and is heading this way."

The guard nodded. "Yes, but it's not quite that simple."

"How so? Speak quickly!"

"She destroyed their horns."

"What?" She whirled around. In combat between unicorns, the only tactic that was considered completely abominable was the act of disabling the horn. It was a basic rule of fighting. To break this rule was a war crime. "Does she not know that the punishment for doing that is execution? Simply assaulting them would be forgivable! But to destroy their horns…" She stared out at the approaching cloud of shadow. "I guess this means that she really is here to kill. Very well. Fetch Luna. We are prepared."

Twilight landed in front of the gates. "Celestia! If you have any spine, you will show yourself!"

The gate opened, and a squadron of unicorn guards charged out, ready to fight.

Twilight stared at them with a look of pure malice. "That's how you are going to play it? Fine!" Her horn glowed.

The guards stopped. They collapsed to the ground. Their horns floated toward Twilight. She stood among them, ready to use them as a weapon. She strode past the agonized guards.

One of them pushed himself up on one hoof. "Damn you… Midnight Flare! This castle will never… fall… to… one as despicable as you." He fell back down, gasping for air.

She smiled condescendingly. "It seems that it already has." She trotted into the Castle Courtyard. She lazily walked through. Anytime a group of unicorns would confront her, she tore off their horns, leaving them on the ground, bleeding. Anytime a group of pegasi or earth ponies showed themselves, she shot the horns at them, just as she would a dart.

"Celestia, my sister, do you really think that this will work?"

"Yes. Yes I do." They both stood in Canterlot Tower. At their feet lay the Elements of Harmony. They were in their original form, golden spheres with jeweled symbols on them.

"I don't know. Midnight Flare seems very powerful."

"You know how this goes. Either she becomes a leader, or the power of immortality will corrode her consciousness until she turns into a creature similar to Discord. He was difficult enough to defeat. The best thing we can do is take her down before anything bad happens."

"Then why are we sending the guards to die in front of her?"

"Because she would have killed them either way. The difference is now that we do not die, and Midnight Flare will be defeated."

"Will she die?"

"No. Either the Elements will take away her power, or they will seal her away somewhere for an indeterminable period of time."

"But why must they die this way?"

"To buy us enough time to work up the courage to destroy her."

"But why would we…?"

"She was my student. She saved you from the dark powers that had taken over your mind. She defeated Discord. I don't know if I will be able to do this."

"She may just be purged. In fact, I'd say that with any luck she will."

Celestia shook her head. "That may be true, but luck has not really been favoring Twilight Sparkle _or _Midnight Flare recently."

Twilight tore through the hallways of the Tower. She flew without obstruction toward the top. She knew that Celestia's magical ability would never be able to surpass her own. This battle was as good as won.

She met the door at the top of the stairs. It was locked, and enchanted so that it would not open. With a look of grim determination, she mustered all of her power to destroy the door.

The door was blasted into pieces. Twilight stood in the doorway, staring at the Princesses. "CELESTIA!" The tower shook. She stared at them both, with the old versions of the Elements of Harmony at their feet. She stood up straighter, and looked at Celestia with curiosity. "What makes you think that these Elements will work against their master?"

Celestia shook her head. "You are no longer the master. As soon as the old users were killed, they reverted to a form that can be wielded by us!"

"You're bluffing! There's no way that you can use those against me! You aren't strong enough!"

Luna spoke up. "Alone, maybe. However, together, we can muster enough strength to surpass your abilities, and use the magic by ourselves! Using our combined energies, we will defeat you!"

"Don't lie to yourself! You gave up your ability to use the Elements long ago!"

Luna and Celestia spoke in unison. "As joint rulers of Equestria, we hereby inflict this punishment upon you!" Tears streamed down Celestia's face. She spoke softly to Twilight. "I'm sorry, my student. You don't belong here."

The Elements glowed. The rainbow of energy fell like the fires of hell upon the unresisting Twilight. She knew that there was no way to run from the power of the Elements. The light encased her. She found herself in an orb of multicolored light.

In front of her appeared Fluttershy. Twilight's eyes widened. "Fluttershy! I'm so sorry, I'm so sorry…"

Fluttershy shook her head, and moved to the side. Applejack appeared. Then each of her former friends. Each one bore the marks that Twilight had inflicted, roughly stitched together. All of the five surrounded her. Then Twilight's original form appeared. She only bore one mark, a gash beneath the ribs. Her aura was black and violet, swirling around her. She opened her eyes, and looked into Midnight's eyes. Twilight's were crimson. She shook her head.

"No! Please… I'm sorry, all of you! I didn't mean to…"

The Elements appeared in the same form as when Twilight herself had used them. Each had a necklace, and Twilight instead had a crown. Each of the six activated their own. Bearing solemn expressions, they glowed white.

The Elements of Harmony reference guide flew out of the surrounding energy and landed in front of Midnight. The pages flipped violently open, showing the last six pages. On each was one of the six, coupled with a description. The last page, bearing Twilight, flipped. The title was _Midnight Flare. _

"No! You cannot seal me in here! How dare you! The rainbow vanished, revealing the dark inside of the tower. Midnight started to dissolve into smoke, being sucked into the book. "NO!" She screamed, flying toward Celestia. When she could not fly, She crawled with her front legs. "Damn you, damn this whole system of government! You can't just do this to me, you…" The rest of her tirade was cut off. She was sucked into the book.

The page stayed open. There was a picture of Midnight Flare, snarling and growling at the viewer. The tower seemed very quiet without the sounds of magic and screaming from anguished enemies.

Celestia approached the book. Tears fell freely from her face. "Oh, Twilight, why couldn't you have just accepted my offer?" She kneeled before the picture. "Why couldn't you have given up the darkness?"

Luna approached her tentatively. "Do not worry, sister. We have defeated Midnight Flare. Peace will reign once more, until somepony releases her."

"No, Luna. We have not defeated Midnight Flare." She reached out with her hoof and turned to the page titled _Twilight Sparkle- Element of Magic. _"We have not defeated her. She still has Twilight, my most faithful student. Until she has returned, the darkness is victorious."


	3. Chapter 3

A Good Student Part 3- A Search For the Cure

"CELESTIA! I'll kill you this time! You're mine, you spineless, worthless hag! I'll kill you for locking me in this prison!" Midnight Flare lunged at Celestia, only to be drawn back into the book. She screamed with insurmountable ire, but there was nothing that could be done, unless someone released her, she could always be sealed in the pages of the reference guide.

Celestia sighed. Nothing she did worked. She had tried to reason with her, she had tried to fight her, she had tried to use the Elements of Harmony to destroy her dark power. Midnight was irrational. She was too strong to be defeated in ordinary combat. The Elements only sealed her away, just as they always had.

She kneeled in front of the open book, which she kept permanently in the very room where the Elements of Harmony were stored. Tears streamed down her face. Luna refused to visit her. Servants were terrified to approach her room. Anytime somepony did, she violently rebuked them for their foolishness.

Princess Celestia was to be left alone. She was having trouble. Something was wrong. The only one with enough power to help the Princess was the Princess herself. It was not the first time in Equestrian history that she had had problems. The immortals had dark pasts. That was all anypony knew.

"Twilight Sparkle… Why can't you just be the same student you were back then? You were so faithful, so loyal. You were the only pony in the world whose power was perhaps great enough for you to rule alongside my sister and me. How we need your help now! The law is barely upheld. Anarchy is starting to break out. We need somepony with confidence to bring them back to peace! I can't do it; I have lost the vitality that I once had. My speeches are dry."

"We need you back, Twilight. _I _need you back. For my sake… and the sake of Equestria!" Celestia knew what she had to do. She stood, drying her tears, and adopting a face of cold determination. "We need you not to be Midnight Flare. We need Twilight Sparkle." She turned the page softly. "We need youth."

She strode from the room, striding between the stained glass windows, now depicting her victories over the past sixty years. The Equestrian Empire had doubled in size during the fifty years that it took for Midnight Flare to recover. It had stopped growing when she had reappeared, forcing Celestia to lock her away. That was over twenty years ago.

The world was growing stagnant, and Princess Celestia of the Holy Equestrian Empire had some lands to conquer. "Servant!" She barked.

A timid Pegasus timidly entered the royal hallway. "Y-yes, Your Highness?" He did not want to upset the Princess, knowing that she had been growing more and more violent as she was shut away in the tower.

"Fetch Blueblood. Tell him that we have some policy reforms to discuss."

"A-at once, Your Highness." He flew away.

Celestia knew that she would never be able to operate as a monarch without first redeeming herself of the crimes she had committed against Twilight Sparkle. There was no known cure to this kind of overtaking of darkness in Equestria. Therefore…

"Yes, Your Highness!" Prince Blueblood had arrived. "Announcing Prince Blueblood, third heir to the throne of the Holy Equestrian Empire." In the time since he had found out that Rarity had died, his demeanor had grown less princely and much rougher. He never bothered to get a grooming, his fur had grown more of a gray color than white, and he spoke with a much less refined accent.

He had truly fallen for Rarity. He never knew any better than to act like a silly, conceited fool. He had been raised on servants. He deemed his actions at the Gala with Rarity to be completely normal. Nopony had ever taught him lessons in etiquette.

He was different now. "You wanted to see me?"

"Prince Blueblood. I thought to tell you first, since you are now the second heir to the throne."

He gasped. "But why, what has become of Luna…?"

"Nothing, yet. We are taking a new direction. Luna will be framed as an enemy to the Empire. We plan on conquering all of the known world!"

He sputtered in confusion. "But, Your Highness! We already own over a third of all the lands known to ponies! You even said so yourself, if we went out of the bounds of these lands, we would come across lands like the Everfree Forest… Lands infested by those… Humans! Only a few members of the royal family know about those things! We cannot venture too far outside of the known lands!"

"We will stop once we reach the edge."

"But suppose we do not know the edge…"

"Then we will invade their lands! If I have not discovered what I want to by then, then we will continue anyway! We must find the cure to Midnight Flare's illness!"

"Is that what you have been researching all of this time? If only you had said so… I would have assisted you! Why didn't you tell anyone?"

"This is my own venture. That means that you and I will be the only ones to know about this secret. To the rest of the world, we are expanding the Empire!"

Princess Celestia traveled through the land of Equestria, shouting in the Traditional Canterlot Speaking Voice one single message.

"Citizens of Equestria! The dreaded Nightmare Moon has once again threatened our safety!" The ponies of the Appaloosan territories were eager to take up arms against the Buffalo, who had constantly been pushing their borders.

"Nearly all other surrounding lands are eager to support her, and help her to take down our own beloved country! We must cause this insanity to end! Any who oppose us will be hewn down and razed to the ground. For the sake of our homes, which will be burned and pillaged. For the sake of our children." The ponies of the cities surrounding and including Manehattan gladly took up advanced weaponry, glad to have reason to use them on enemies.

"Our glorious Empire will conquer all! We shall take down the governments who dare to defy us by hiding Nightmare Moon!" The ponies of Ponyville were very frightened by the tales told to them by their parents about the dreaded Nightmare Moon. Scootaloo, Apple Bloom, and Sweetie Belle, now extremely old, whispered to each other. "What do you think she's doing?"

"I don't know, but we don't seem to have a choice other than to go along with it."

Celestia's voice drowned out all other sounds, as she took an even more bold visage. The ground shook with her conviction. "All who are willing to guard this beautiful land and our future, join with me, and take down the adversaries! Join with me in this shout! All Hail Equestria!" _I will save you, Twilight._

Equestria did indeed join with her. From the mouth of anypony old enough to talk came the cry.

"All Hail Equestria!"

"All Hail Equestria!"

"You know, you could have done a hell of a lot worse." Said Discord. There they were, sitting in a dark room with smoke for walls. "At least you get to see the real world for a few seconds each night. I only got to have a turn for day or so before you turned me back into stone."

Twilight grumbled. "It wasn't my decision. You were the one trying to take over Equestria and turn it into a land of endless chaos."

"Endless _fun_! I mean, what's the fun in everything staying the same all of the time? Come on! I gave you chocolate rain, for crap's sake! What more could you wish for?"

"I don't know. Just not being stuck in a room built to house the spirits of those who were imprisoned by the Elements of Harmony." That was where they were. A place of mild punishment. Mostly for keeping their spirits contained.

Discord stretched out on an invisible chair, while Twilight sat on the less than defined ground. "Oh well. At least you're much more interesting than that Luna who showed up. All she talked about was what she wanted to do when she got out." His voice went high and mocking. "I'm going to take away the sun forever! There will never be sunlight ever again!" He sighed. "Didn't she know that I don't care about taking away the sun? Talk about living in a bubble."

"Well, Discord, you know my story. Why don't you tell me yours?"

He shrugged. "Very well then. At least this should take some time." He switched to a more attentive sitting position. "I was the fair, kind, hardworking ruler of Equestria. My name, back then, was Accord. I loved having everything in balance. Equality was my favorite thing. Then this annoying little pony named Celestia comes by. She's always talking about how her parents wanted her to be important. I never thought anything of it. Then, one day, their family is dead. And they're both Alicorns." He paused. "I asked them about how they did it. They described to me in detail what they did. They told me that they would be taking Equestria when I died. I didn't like that. Not at all."

"I decided to give it a go. I quickly figured out what I loved most. Harmony. Did you know that I actually created the Elements of Harmony? Well, that's a different story. Anyhow, I did it. I cast spells on myself to make myself to things differently. But then it started to happen. My body started to transform. Yes, I was at one time a pony. I became larger. The world seemed to static through my eyes. I had to change things!"

He sat up, looking more eager, lost in memories. "I did it! I made things different! I even found out how to make things _permanently _different, and that's how we got that awesome Everfree Forest! But then, Celestia and Luna broke into my palace when I was out, stole my no longer important Elements, and used them to destroy me! And… _you _of all ponies should know the rest."

She nodded. "Yes, yes I do. And I wonder now if what I did was the right thing to do."

"What? You're just barely wondering if what you did to those ponies what morally justifiable?"

"Not that. Defeating you."

He gazed at her in wonder. "Oh."

"Queen Gilda! I have come to the heart of the Land of Griffins to accept your unconditional surrender!" Celestia approached the capitol city with her convoy. She was almost there. If only she could find the magic that they used…

"Over my dead body!" Gilda had become a wonderful queen. She was fair to all of her subjects, and never treated anyone with anything but the respect that they deserved. She was at the end of her days, but she still had more fight left in her than a hundred male griffins. "We aren't surrendering to you, you cowardly foal! The griffin armies will crush you and your petty little wings!"

Celestia spread her wings proudly. "Formation: Storm of a Thousand Claws. Ready!"

The army responded. "Ready!"

"All…"

"Hail…"

"EQUESTRIA!" The massive griffin army converged on them, only to be torn to bits by the spell cast by the unicorns. Blood fell like rain upon the city. Gilda stood proudly before Celestia.

"We fight to the last griffin!"

Celestia laughed condescendingly. "Well, how convenient, since you seem to be the only one left."

Gilda shook her head. "I will not allow what you did to Rainbow Dash to go unpunished!"

"That again? That was years ago! Anyway, the one who killed her was never found."

Gilda snarled. "Don't lie to me! It was Twilight Sparkle, your student who you drove to madness!" She darted toward Celestia; dodging past all of the cutting spells sent her way. She jumped for the last time. Just as her claws were grazing the face of the unflinching Celestia, she fell. She was instantly put down by a sleeping spell from Prince Blueblood.

"Thank you, Blueblood."

He bowed. "Anything for the leader of Equestria."

"Moving on."

Through the lands they traveled. Nation after nation surrendered, fell, or was completely destroyed. Years went by. Celestia was the bane of free nations. That is, the bane of only one more nation. The small land controlled now by Luna, who had swiftly escaped from her sister's grasp when the conquest began. It was a small tribe of peaceful humans who had escaped from the human world. They revered their royal protector.

They were soon to be lost.

Celestia came with every able-bodied creature who had the intelligence to follow an order. With ease and impunity, she took the land. There was only one city left in the known world that was not under the command of Celestia. The capitol city.

Celestia knew that everything she had been searching for had to be there. She had not found a way to extract the evil from Midnight. She was certain that she knew why. That city had been where she and Luna had found the spell. Locked away in the archives of the underground stronghold, guarded by ages of protectors who knew what would happen if the spell got out.

Celestia knew. The spell had cost her one of her most trusted acquaintances, and her most loyal student. She knew that there had to be another spell somewhere in there. She had saved this destination for last, knowing that the spell would most definitely have a cost equal to or greater than the last.

This she considered as she approached the stronghold. Outside stood Luna, along with the survivors who wished to fight. "Luna! Will you not let me into your stronghold, to learn the secrets of this tribe once more?"

Luna stood as a rallying point for the peaceful humans. "We will not allow you enter, sister! I cannot allow you to continue to study the magic. You know what happened last time."

"Tell me sister. Do you know the reason of my quest?"

She nodded. "To spill enough blood to wash away the blood spilt by any of your past acquaintances, and to find a spell to revive Twilight Sparkle. I know of the spell that you seek. I studied it without your knowledge. It is dangerous magic, and I will not allow you to use it anymore!"

"I see." She said, approaching Luna slowly. The humans cowered before her grim look of determination. "You are referring to the seventh spell of sacrifice."

Luna gasped. A look of shock stole her face. "How did you know?"

"I too studied it. I know how it works." She waved her armies away. "Stay here, Luna. These people don't seem to be able to get enough of you." She vanished, leaving her troops hastily retreating to the homeland.

"Celestia!"

Her words were futile.

Celestia knelt in front of the statue. The graves of all five of Twilight's friends were underneath. By her side was the reference guide, holding the soul of Twilight Sparkle. Behind the statue was the statue of Discord.

She began the spell. Above the statue appeared the ghostly figures of Discord and Midnight Flare. They both looked down at her, seeming irritated.

"Excuse me, Princess. Discord and I were just having a chat about what we wanted to do if we ever got to see the sun again."

Discord seemed slightly amused. "Why Celestia, it's odd that you would bring us here. What's the occasion?"

"I'm freeing you both. Twilight, I owe you enough that I don't think we need an explanation. Discord… This land needs a ruler."

He stared at her in shock. "Me? Where'd you get such a crazy idea?"

"You'll see." Her horn started to glow. "I hereby sacrifice myself for the sake of these ponies, whose souls have been stolen!" The wind picked up. The Statues and the reference guide started to glow.

Midnight looked frightened. "No, Celestia, you had better not be doing what I think you're doing!" She reached out to her.

Celestia was not fazed by the show of concern. She was encouraged. The spell was beginning to work. The previous Midnight would not have cared enough. Twilight Sparkle did.

Celestia's horn erupted in a flash of light that overtook the entire graveyard. The light was brighter than any day she had ever created. Nopony could see anything. Then the light faded.

"What in tarnation just happened?" Asked Applejack. She shook her head, as if trying to clear her ears.

"Applejack! You're okay!" Shouted Rainbow. She dashed forward and hugged her.

"Well yeah, why wouldn't I be?"

"You were killed!"

Twilight stood up. "We all were dead for a time."

Fluttershy, Rarity, and Pinkie Pie were there. Behind them all was a tall, strong looking unicorn with a brown coat and a dirty blonde mane. His cutie mark was a scale.

"Discord?" They all asked. They stared in awe. No longer was his body made of a bricolage of body parts. He was now a whole pony.

"No, that's not my name. I am Accord. Spirit of harmony and equality!" He said with a hoof to his heart.

The pose was so strikingly un-Discord-ish that they all started to laugh. He gazed at them in confusion. "What is so funny? I say, stop this at once! This is most unseemly…"

Twilight turned to Celestia. She was flat on the ground, barely moving. Twilight galloped toward her. "Princess?"

Celestia coughed at the sound of her voice. "Twilight… My most faithful student… Welcome back."

"Princess! Why did you do this to yourself?" Accord and the others had seen what was going on, and had come over to look.

Accord knelt down beside her. "I am truly sorry, Your Highness. I never intended for the sacrificial spells to be used in the way that I used them."

She shook her head. "No. It is I who am sorry. I got Twilight to attempt the ritual… at your expense." She gasped for air. "I decided to use another ritual, one that sacrificed my life so that you and your friends could live on with normal lives. It will now take effect." She looked at Twilight, remorse unconcealed. "Twilight. You once said that you would rather die with your friends, than live forever with madness. I decided that I feel the same way." Her eyes glazed over. "I finally… get… to… see father and mother again." She smiled as life left her body.

They all turned away. There was a crowd gathering at the gate to the graveyard. At the front were the Cutie Mark Crusaders, still the most spry, athletic, and intelligent ponies in town, even though they were extremely old. Apple Bloom stood at the gate. Her eyes lit up when she saw her sister.

"Applejack!"


End file.
